SEC Comment Letter for ExlService Holdings, Inc. (EXLS) (CIK 0001297989) (EXLS) — Jan 13, 2010
ExlService Holdings, Inc. (EXLS) (CIK 0001297989)
Date: Jan. 13, 2010 · CIK: 0001297989 · Accession: 0000000000-10-002216
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-162335
Referenced dates: December 7, 2009
Letter
Mail Stop 3561 January 13, 2010 Amit Shashank, Esq. Vice President, General Counsel and Secretary ExlService Holdings, Inc. 280 Park Avenue New York, NY 10017 Re: ExlService Holdings, Inc. Amendment No. 2 to Registrati on Statement on Form S-3 Filed December 30, 2009 File No. 333-162335 Dear Mr. Shashank:
We have reviewed your filing and have the following comment. Where indicated, we think you should revise your document in response to our comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In our comments, we may ask you to provide us with info rmation so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Selling Stockholders, page 4
1. We note that you have provided Item 507 of Regulation S-K information in the filing in response to comment one in our letter dated December 7, 2009. However, as previously requested, pleas e expand your disclosure to discuss the initial transactions in which the resale securities being offered were sold, including, the dates, the numb er of shares purchased in each transaction, and, if applicable, the material terms of the initial transaction(s). Also, please either list the related transaction agr eements in the exhibit inde x or provide us with your legal analysis why you have not included this information in the filing.
*****
As appropriate, please amend your regist ration statement in response to this comment. You may wish to provide us with ma rked copies of the amendment to expedite our review. Please furnish a cover letter with you r amendment that keys your responses
Amit Shashank ExlService Holdings, Inc. January 13, 2010 Page 2 to our comment and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand th at we may have additional comments after reviewing your amendment a nd responses to our comment.
You may contact Scott Anderegg, Staff A ttorney, at (202) 551-3342, or Brigitte Lippmann, Special Counsel, at (202) 551-3713 or me at (202) 551-3720 with any other questions. Sincerely, H. Christopher Owings Assistant Director cc: John C. Kennedy, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064
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Mail Stop 3561
January 13, 2010
Amit Shashank, Esq. Vice President, General Counsel and Secretary ExlService Holdings, Inc. 280 Park Avenue New York, NY 10017
Re: ExlService Holdings, Inc.
Amendment No. 2 to Registrati on Statement on Form S-3
Filed December 30, 2009 File No. 333-162335
Dear Mr. Shashank:
We have reviewed your filing and have the following comment. Where indicated,
we think you should revise your document in response to our comment. If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as deta iled as necessary in your explanation. In our comments,
we may ask you to provide us with info rmation so we may better understand your
disclosure. After reviewing this information, we may raise additional comments.
Selling Stockholders, page 4
1. We note that you have provided Item 507 of Regulation S-K information in the
filing in response to comment one in our letter dated December 7, 2009.
However, as previously requested, pleas e expand your disclosure to discuss the
initial transactions in which the resale securities being offered were sold, including, the dates, the numb er of shares purchased in each transaction, and, if
applicable, the material terms of the initial transaction(s). Also, please either list
the related transaction agr eements in the exhibit inde x or provide us with your
legal analysis why you have not included this information in the filing.
*****
As appropriate, please amend your regist ration statement in response to this
comment. You may wish to provide us with ma rked copies of the amendment to expedite
our review. Please furnish a cover letter with you r amendment that keys your responses
Amit Shashank
ExlService Holdings, Inc. January 13, 2010 Page 2 to our comment and provides any requested information. Detailed cover letters greatly
facilitate our review. Please understand th at we may have additional comments after
reviewing your amendment a nd responses to our comment.
You may contact Scott Anderegg, Staff A ttorney, at (202) 551-3342, or Brigitte
Lippmann, Special Counsel, at (202) 551-3713 or me at (202) 551-3720 with any other
questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: John C. Kennedy, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas New York, NY 10019-6064